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Minnesota Statutes, Title Minnesota Statutes

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Minnesota/Statutes

← All Minnesota coverage

Title Minnesota Statutes, Minnesota Statutes

1,133 chapters · 28,363 sections in this title.

All chapters in Title Minnesota Statutes28,363 Ch 336, UNIFORM COMMERCIAL CODE642 Ch 524, UNIFORM PROBATE CODE394 Ch 609, CRIMINAL CODE377 Ch 144, DEPARTMENT OF HEALTH361 Ch 469, ECONOMIC DEVELOPMENT257 Ch 473, METROPOLITAN GOVERNMENT247 Ch 148, PUBLIC HEALTH OCCUPATIONS206 Ch 169, TRAFFIC REGULATIONS200 Ch 256B, MEDICAL ASSISTANCE FOR NEEDY PERSONS196 Ch 60A, GENERAL INSURANCE POWERS195 Ch 13, GOVERNMENT DATA PRACTICES177 Ch 115A, WASTE MANAGEMENT171 Ch 325F, CONSUMER PROTECTION; PRODUCTS AND SALES168 Ch 383B, HENNEPIN COUNTY168

92 sections·Filtered byTitle Minnesota Statutes✕Ch 322C✕

Minn. Stat. § 322C.0101 CITATION.
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322C.0101 CITATION. This chapter may be cited as the "Minnesota Revised Uniform Limited Liability Company Act." History: 2014 c 157 art 1 s 1
Minn. Stat. § 322C.0102 DEFINITIONS.
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322C.0102 DEFINITIONS. § Subdivision 1.Application. For purposes of this chapter, the terms defined in this section have the meanings given them. § Subd. 2.Articles of organization. "Articles of organization" means the articles of organization required by section 322C.0201. The t…
Minn. Stat. § 322C.0103 KNOWLEDGE; NOTICE.
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322C.0103 KNOWLEDGE; NOTICE. § Subdivision 1.Knowledge of facts. A person knows a fact when the person: (1) has actual knowledge of it; or (2) is deemed to know it under subdivision 4, clause (1), or law other than this chapter. § Subd. 2.Notice of facts. A person has notice of a…
Minn. Stat. § 322C.0104 NATURE, PURPOSE, AND DURATION OF LIMITED LIABILITY COMPANY.
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322C.0104 NATURE, PURPOSE, AND DURATION OF LIMITED LIABILITY COMPANY. § Subdivision 1.Separate entity. A limited liability company is an entity distinct from its members. § Subd. 2.Permitted purposes. Except for a nonprofit limited liability company subject to section 322C.1101, …

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Minn. Stat. § 322C.0105 POWERS.

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322C.0105 POWERS. § Subdivision 1.Powers generally. Except as provided in subdivision 2, a limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities. § Subd. 1a.Loans, guarantees…

Minn. Stat. § 322C.0106 GOVERNING LAW.

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322C.0106 GOVERNING LAW. The law of this state governs: (1) the internal affairs of a limited liability company; and (2) the liability of a member as member, a manager as manager, and a governor as governor, for the debts, obligations, or other liabilities of a limited liability …

Minn. Stat. § 322C.0107 SUPPLEMENTAL PRINCIPLES OF LAW.

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322C.0107 SUPPLEMENTAL PRINCIPLES OF LAW. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. History: 2014 c 157 art 1 s 7

Minn. Stat. § 322C.0108 LIMITED LIABILITY COMPANY NAME.

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322C.0108 LIMITED LIABILITY COMPANY NAME. § Subdivision 1.Requirements and prohibitions. The limited liability company name must: (1) be in the English language or in any other language expressed in English letters or characters; (2) contain the words "limited liability company,"…

Minn. Stat. § 322C.0109 RESERVED NAME.

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322C.0109 RESERVED NAME. § Subdivision 1.Procedure. A person may reserve the exclusive use of the name of a limited liability company, including an alternate name for a foreign limited liability company, by filing an application with the secretary of state. The application must s…

Minn. Stat. § 322C.0110 OPERATING AGREEMENT; SCOPE, FUNCTION, AND LIMITATIONS.

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322C.0110 OPERATING AGREEMENT; SCOPE, FUNCTION, AND LIMITATIONS. § Subdivision 1.Operating agreement. Except as otherwise provided in subdivisions 2 and 3, the operating agreement governs: (1) relations among the members as members and between the members and the limited liabilit…

Minn. Stat. § 322C.0111 OPERATING AGREEMENT; EFFECT ON LIMITED LIABILITY COMPANY AND PERSONS BECOMING MEMBERS; PREFORMATION AGREEMENT.

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322C.0111 OPERATING AGREEMENT; EFFECT ON LIMITED LIABILITY COMPANY AND PERSONS BECOMING MEMBERS; PREFORMATION AGREEMENT. § Subdivision 1.Company's assent not required. A limited liability company is bound by and may enforce the operating agreement, whether or not the company has …

Minn. Stat. § 322C.0112 OPERATING AGREEMENT; EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF LIMITED LIABILITY COMPANY.

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322C.0112 OPERATING AGREEMENT; EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF LIMITED LIABILITY COMPANY. § Subdivision 1.Approval of third party. An operating agreement may specify that its amendment requires the approval of a person that is not a part…

Minn. Stat. § 322C.0113 OFFICE AND AGENT FOR SERVICE OF PROCESS.

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322C.0113 OFFICE AND AGENT FOR SERVICE OF PROCESS. Every limited liability company shall have a registered office and may have a registered agent, in the manner prescribed by section 5.36. History: 2014 c 157 art 1 s 13

Minn. Stat. § 322C.0114 CHANGE OF REGISTERED OFFICE OR AGENT FOR SERVICE OF PROCESS.

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322C.0114 CHANGE OF REGISTERED OFFICE OR AGENT FOR SERVICE OF PROCESS. Every limited liability company may change its registered office or change its registered agent, and the agent may resign or change its business address or name, in the manner prescribed by section 5.36. Histo…

Minn. Stat. § 322C.0115 RESIGNATION OF AGENT FOR SERVICE OF PROCESS.

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322C.0115 RESIGNATION OF AGENT FOR SERVICE OF PROCESS. Every limited liability company registered agent may resign in the manner prescribed by section 5.36. History: 2014 c 157 art 1 s 15

Minn. Stat. § 322C.0116 SERVICE OF PROCESS ON LIMITED LIABILITY COMPANY.

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322C.0116 SERVICE OF PROCESS ON LIMITED LIABILITY COMPANY. § Subdivision 1.Agent. An agent for service of process appointed by a limited liability company or foreign limited liability company is an agent of the company for service of any process, notice, or demand required or per…

Minn. Stat. § 322C.0117 LEGAL RECOGNITION OF ELECTRONIC RECORDS AND SIGNATURES.

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322C.0117 LEGAL RECOGNITION OF ELECTRONIC RECORDS AND SIGNATURES. § Subdivision 1.Definitions. (a) For purposes of this section, the words, terms, and phrases defined in this subdivision have the meanings given them. (b) "Electronic" means relating to technology having electrical…

Minn. Stat. § 322C.0201 FORMATION OF LIMITED LIABILITY COMPANY; ARTICLES OF ORGANIZATION.

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322C.0201 FORMATION OF LIMITED LIABILITY COMPANY; ARTICLES OF ORGANIZATION. § Subdivision 1.Organizers. One or more persons may act as organizers to form a limited liability company by signing and filing with the secretary of state articles of organization. § Subd. 2.Required con…

Minn. Stat. § 322C.0202 AMENDMENT OR RESTATEMENT OF ARTICLES OF ORGANIZATION.

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322C.0202 AMENDMENT OR RESTATEMENT OF ARTICLES OF ORGANIZATION. § Subdivision 1.Timing of amendment. Articles of organization may be amended or restated at any time. § Subd. 2.Amendment procedure. To amend its articles of organization, a limited liability company must file with t…

Minn. Stat. § 322C.0203 SIGNING OF RECORDS TO BE FILED WITH SECRETARY OF STATE.

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322C.0203 SIGNING OF RECORDS TO BE FILED WITH SECRETARY OF STATE. § Subdivision 1.Signing requirements. A record filed with the secretary of state pursuant to this chapter must be signed as follows: (1) Except as otherwise provided in clauses (2) through (5), a record signed on b…

Minn. Stat. § 322C.0204 SIGNING AND FILING PURSUANT TO JUDICIAL ORDER.

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322C.0204 SIGNING AND FILING PURSUANT TO JUDICIAL ORDER. § Subdivision 1.Process. If a person required by this chapter to sign a record or file a record with the secretary of state does not do so, any other person that is aggrieved may petition the appropriate court to order: (1)…

Minn. Stat. § 322C.0205 FILING OF RECORDS WITH SECRETARY OF STATE; EFFECTIVE TIME AND DATE.

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322C.0205 FILING OF RECORDS WITH SECRETARY OF STATE; EFFECTIVE TIME AND DATE. § Subdivision 1.Delivery requirements. A record authorized or required to be filed with the secretary of state under this chapter must be captioned to describe the record's purpose, be in a medium permi…

Minn. Stat. § 322C.0206 LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD.

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322C.0206 LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD. § Subdivision 1.Persons liable. If a record filed with the secretary of state under this chapter contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for th…

Minn. Stat. § 322C.0207 CERTIFICATE OF EXISTENCE OR AUTHORIZATION.

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322C.0207 CERTIFICATE OF EXISTENCE OR AUTHORIZATION. The secretary of state, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company pursuant to section 5.12. History: 2014 c 157 art 1 s 24

Minn. Stat. § 322C.0208 ANNUAL REPORT FOR SECRETARY OF STATE.

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322C.0208 ANNUAL REPORT FOR SECRETARY OF STATE. (a) The secretary of state may send annually to each limited liability company, using the information provided by the limited liability company and foreign limited liability company pursuant to section 5.002 or 5.34 or the articles …

Minn. Stat. § 322C.0301 NO AGENCY POWER OF MEMBER AS MEMBER.

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322C.0301 NO AGENCY POWER OF MEMBER AS MEMBER. § Subdivision 1.No automatic agency. A member is not an agent of a limited liability company solely by reason of being a member. § Subd. 2.Other law not affected. A person's status as a member does not prevent or restrict law other t…

Minn. Stat. § 322C.0302 STATEMENT OF AUTHORITY.

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322C.0302 STATEMENT OF AUTHORITY. § Subdivision 1.Filing of statement with secretary of state; contents. A limited liability company may file with the secretary of state a statement of authority. The statement: (1) must include the name of the company and the street address of it…

Minn. Stat. § 322C.0303 STATEMENT OF DENIAL.

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322C.0303 STATEMENT OF DENIAL. A person named in a filed statement of authority granting that person authority may file with the secretary of state for filing a statement of denial that: (1) provides the name of the limited liability company and the caption of the statement of au…

Minn. Stat. § 322C.0304 LIABILITY OF MEMBERS, MANAGERS, AND GOVERNORS.

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322C.0304 LIABILITY OF MEMBERS, MANAGERS, AND GOVERNORS. § Subdivision 1.Liability shield for members, managers, and governors. The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise: (1) are solely the debts, …

Minn. Stat. § 322C.0401 BECOMING A MEMBER.

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322C.0401 BECOMING A MEMBER. § Subdivision 1.One initial member. If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be,…

Minn. Stat. § 322C.0402 FORM OF CONTRIBUTION.

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322C.0402 FORM OF CONTRIBUTION. A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be…

Minn. Stat. § 322C.0403 LIABILITY FOR CONTRIBUTIONS.

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322C.0403 LIABILITY FOR CONTRIBUTIONS. § Subdivision 1.Impracticability no excuse. A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, or other inability to perform personally. If a person does not make a r…

Minn. Stat. § 322C.0404 SHARING OF AND RIGHT TO DISTRIBUTIONS BEFORE DISSOLUTION.

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322C.0404 SHARING OF AND RIGHT TO DISTRIBUTIONS BEFORE DISSOLUTION. § Subdivision 1.Equal distributions. Subject to section 322C.1204, subdivision 3, clause (3), items (i) through (iv), any distributions made by a limited liability company before its dissolution and winding up mu…

Minn. Stat. § 322C.0405 LIMITATIONS ON DISTRIBUTION.

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322C.0405 LIMITATIONS ON DISTRIBUTION. § Subdivision 1.Distribution restrictions. A limited liability company may not make a distribution if after the distribution: (1) the company would not be able to pay its debts as they become due in the ordinary course of the company's activ…

Minn. Stat. § 322C.0406 LIABILITY FOR IMPROPER DISTRIBUTIONS.

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322C.0406 LIABILITY FOR IMPROPER DISTRIBUTIONS. § Subdivision 1.Personal liability for decision makers. Except as otherwise provided in subdivision 2, if a member of a member-managed limited liability company, manager of a manager-managed limited liability company, or governor of…

Minn. Stat. § 322C.0407 MANAGEMENT OF LIMITED LIABILITY COMPANY.

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322C.0407 MANAGEMENT OF LIMITED LIABILITY COMPANY. § Subdivision 1.Member-managed default. Except as provided in section 322C.1101, subdivision 5, with respect to nonprofit limited liability companies, a limited liability company is a member-managed limited liability company unle…

Minn. Stat. § 322C.0408 INDEMNIFICATION AND INSURANCE.

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322C.0408 INDEMNIFICATION AND INSURANCE. § Subdivision 1.Definitions. (a) For purposes of this section, the terms defined in this subdivision have the meanings given them. (b) "Limited liability company" includes a domestic or foreign limited liability company that was the predec…

Minn. Stat. § 322C.0409 STANDARDS OF CONDUCT FOR MEMBERS, MANAGERS, AND GOVERNORS.

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322C.0409 STANDARDS OF CONDUCT FOR MEMBERS, MANAGERS, AND GOVERNORS. § Subdivision 1.Scope of duties. A member of a member-managed limited liability company owes to the company and, subject to section 322C.0901, subdivision 2, the other members the fiduciary duties of loyalty and…

Minn. Stat. § 322C.0410 RIGHT OF MEMBERS, MANAGERS, GOVERNORS, AND DISSOCIATED MEMBERS TO INFORMATION.

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322C.0410 RIGHT OF MEMBERS, MANAGERS, GOVERNORS, AND DISSOCIATED MEMBERS TO INFORMATION. § Subdivision 1.Member-managed company rules. In a member-managed limited liability company, the following rules apply: (1) On reasonable notice, a member may inspect and copy during regular …

Minn. Stat. § 322C.0501 NATURE OF TRANSFERABLE INTEREST.

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322C.0501 NATURE OF TRANSFERABLE INTEREST. A transferable interest is personal property. History: 2014 c 157 art 1 s 40

Minn. Stat. § 322C.0502 TRANSFER OF TRANSFERABLE INTEREST.

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322C.0502 TRANSFER OF TRANSFERABLE INTEREST. § Subdivision 1.Transfers. A transfer, in whole or in part, of a transferable interest: (1) is permissible; (2) does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activit…

Minn. Stat. § 322C.0503 CHARGING ORDER.

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322C.0503 CHARGING ORDER. § Subdivision 1.Charging order against transferable interest. On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the j…

Minn. Stat. § 322C.0504 POWER OF PERSONAL REPRESENTATIVE OF DECEASED MEMBER.

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322C.0504 POWER OF PERSONAL REPRESENTATIVE OF DECEASED MEMBER. If a member dies, the deceased member's personal representative or other legal representative may exercise the rights of a transferee provided in section 322C.0502, subdivision 3, and, for the purposes of settling the…

Minn. Stat. § 322C.0601 MEMBER'S POWER TO DISSOCIATE; WRONGFUL DISSOCIATION.

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322C.0601 MEMBER'S POWER TO DISSOCIATE; WRONGFUL DISSOCIATION. § Subdivision 1.Power to dissociate. A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under section 322C.0602, clause (1). § Subd. 2.Wr…

Minn. Stat. § 322C.0602 EVENTS CAUSING DISSOCIATION.

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322C.0602 EVENTS CAUSING DISSOCIATION. A person is dissociated as a member from a limited liability company when: (1) the company has notice of the person's express will to withdraw as a member, but, if the person specified a withdrawal date later than the date the company had no…

Minn. Stat. § 322C.0603 EFFECT OF PERSON'S DISSOCIATION AS MEMBER.

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322C.0603 EFFECT OF PERSON'S DISSOCIATION AS MEMBER. § Subdivision 1.Effect of dissociation. When a person is dissociated as a member of a limited liability company: (1) the person's right to participate as a member in the management and conduct of the company's activities termin…

Minn. Stat. § 322C.0701 EVENTS CAUSING DISSOLUTION.

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322C.0701 EVENTS CAUSING DISSOLUTION. § Subdivision 1.Dissolution events. A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following: (1) an event or circumstance that the operating agreement states causes dissolutio…

Minn. Stat. § 322C.0702 WINDING UP.

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322C.0702 WINDING UP. § Subdivision 1.Winding up required. A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up. § Subd. 2.Winding up process. In winding up its activities, a limited lia…

Minn. Stat. § 322C.0703 KNOWN CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY.

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322C.0703 KNOWN CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY. § Subdivision 1.Notice of known claims. Except as otherwise provided in subdivision 4, a dissolved limited liability company may give notice of a known claim under subdivision 2 that has the effect as provided in…

Minn. Stat. § 322C.0704 OTHER CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY.

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322C.0704 OTHER CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY. § Subdivision 1.Publication of notice. A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them according to the notice. § …